Current Report Filing (8-k)
31 August 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2017
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-5286
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38-0715562
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2700 West Front Street
Statesville, NC 28677
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (704) 873-7202
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On August 30, 2017, the stockholders of Kewaunee Scientific
Corporation (the Company) approved the Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan (the Plan), as disclosed in matter 4 of Item 5.07 of this Report below. The provisions of the Plan are summarized in the
Companys proxy statement dated July 21, 2017.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) and (b) On August 30, 2017, the Company held its 2017 Annual Meeting of Stockholders. At that meeting, the Companys
shareholders voted on the matters set forth below.
1. Each of the nominees named below was re-elected as a Class I director for a three year term as
follows:
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Name of Nominee
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For
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Withheld
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Non-Votes
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David M. Rausch
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1,824,707
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36,662
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595,672
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David S. Rhind
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1,753,413
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107,956
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595,672
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John D. Russell
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1,785,398
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75,971
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595,672
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2. The independent registered public accounting firm of Ernst & Young LLP was ratified as the Companys
independent auditor for fiscal year 2018 as follows:
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For
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Against
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Abstained
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2,452,701
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641
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3,699
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3. The compensation of the Companys named executive officers was approved on an advisory basis pursuant to the following
votes:
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For
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Against
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Abstained
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Non-Votes
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1,807,355
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50,121
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3,893
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595,672
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4. The Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan was approved pursuant to the following votes:
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For
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Against
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Abstained
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Non-Votes
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1,790,114
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68,064
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3,191
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595,672
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Kewaunee Scientific Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Companys Proxy Statement dated July 21, 2017, for its Annual Meeting of Stockholders on August 30, 2017).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 31, 2017
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Kewaunee Scientific Corporation
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By:
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/s/ Thomas D. Hull III
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Thomas D. Hull III
Vice President, Finance
and
Chief Financial Officer
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